AGREEMENT BETWEEN THE CITY OF SAN PABLO and CONTRA COSTA
COMMUNITY COLLEGE DISTRICT FOR THE PROVISION OF DISPATCH
SERVICES THROUGH THE TRI-CITY AGREEMENT
This agreement is entered into between the City of San Pablo (hereinafter “City”) and the Contra Costa Community College District (hereinafter “District”) to provide dispatch services to the District (“Agreement”) through the Tri -City Dispatch Services and CAD/RMS Agreement effective July 1, 2023 among the City of San Pablo, City of Pinole and the City of Hercules (“Tri-City Agreement”).
1. Purpose of Agreement. City will provide District with dispatch services from the Pinole Police Department, pursuant to the Tri-City Agreement, which is attached and incorporated as Exhibit A into this Agreement. The City is bound by the terms of the Tri-City Agreement, so the District and City must abide by those terms as well in carrying out this Agreement . This Agreem ent shall be read consistently with the Tri-City Agreement, which shall prevail over any inconsistent terms in this Agreement. The Parties agree to cooperate in the execution of any additional agreements, documents, policies and procedures, which may be required to carry out the terms of this Agreement.
2. Term. The effective date of this Agreement is July 1, 2023 and this Agreement terminates June 30, 2028, unless the Tri-City Agreement is terminated or the City withdraws from the Tri-City Agreement prior to that date. If the City withdraws from the Tri-City Agreement or the Tri -City Agreement is terminated before June 3 0, 2028, the City will work with the District in transitioning to another source for dispatch services, but will be under no obligation to provide such services to the District or be liable for costs or damages due to such transition, provided however that the District shall be entitled to a prorated refund as set forth in Paragraph 10.
3. City Obligations. The City will include the five (5) District Officers assigned to the Contra Costa College Campus in San Pablo to the City’s sworn officer list under the Tri -City Agreement to ensure District and its Officers at the Contra Costa College Campus receive dispatch services provided by the Pinole Police Department under the Tri-City Agreement.
The City will provide the District with system access to Computer Aided Dispatch (“CAD”) for two Mobile Data Computers (“MDC”) and two (2) Net-Motion licenses for connectivity to the CAD system . The District will provide its own Records Management Systems (“RMS”) services.
4. District Obligations. The District will comply with all applica ble terms in the Tri - City Agreement.
The District will be responsible for maintaining MDC equipment and Mnemonics compatible with the CAD system utilized under the Tri -City Agreement. The District agrees to follow CJIS security standards to protect access and visibility of information provided by the CAD system.
It is the responsibility of the District to promptly notify the San Pablo Police Department in the event of compromised information security, including suspected system threats, and theft, loss, or suspected unauthorized access of the District’s MDC.
5. Service and Maintenance . The City’s Information Technology Division (hereinafter “IT Division”) will provide the following services to the District for only the two systems assigned to the Contra Costa College Campus. • Installation of CAD software and Net-Motion connectivity • Upgrades of CAD software and Net-Motion connectivity
• Troubleshooting of CAD software or Net-Motion connectivity-related problems.
6. Annual Costs. Over the term of the Tri -City Agreement, as set forth in Exhibit A which is incorporated into this Agreement, the City is projected to incur an average annual cost of approximately $16,065 for the additional five District Officers at the Contra Costa College campus to receive dispatch services from Pinole over the term of the Tri-City Agreement. To offset those costs, District will pay an annual sum of $16,065 (“Annual Fee”) to the City for each year during the term of this Agreement, to be paid within thirty (30) days of receipt of an invoice from the City, with issuance of the invoice expected to occur in within 30 days of execution of this Agreement for FY2023-24 and in June each year thereafter for the following fiscal year, as follows:
• FY 23/24 (July 1, 2023 – June 30, 2024): $16,065
• FY 24/25 (July 1, 2024 – June 30, 2025): $16,065
• FY 25/26 (July 1, 2025 – June 30, 2026): $16,065
• FY 26/27 (July 1, 2026 – June 30, 2027): $16,065
• FY 27/28 (July 1, 2027 – June 30, 2028): $16,065
Invoices will be issued by the City of San Pablo Finance Department via mail, addressed to:
Contra Costa Community College District Police Department 500 Court Street
Martinez, CA 94553
Payment for issued invoices will be mailed to the City of San Pablo Finance Department:
City of San Pablo
Attn: Finance Department
1000 Gateway Avenue
San Pablo, CA 94806
Unless this Agreement is terminated earlier pursuant to Section 2 or Section 8, the total compensation to be paid by District shall be Eighty Thousand Three Hundred Twenty -Five Dollars ($80,325) over the five-year term of th is Agreement from July 1, 2023 through June 30, 2028.
7. Relationship of the Parties. It is expressly understood that no agency, employee partnership, joint venture or other separate entity is established by the Agreement.
Each Party retains control over thei r own employees, who will be subject to that agency’s rules and regulations.
8. Property and Equipment. All property and equipment purchased and/or used by the City in the performance of services and maintenance for the District shall remain the property and equipment of the City. The City shall have the responsibility of maintaining property and equipment utilized in the performance of services and maintenance for the District.
8. Termination. This Agreement may be terminated by either party, at their sol e discretion, upon ninety (90) days’ advance written notice thereof to the other. If a Party fails to cure any material breach, following notice and an opportunity to cure, the other Party may terminate this Agreement for cause not less than thirty (30) days from the date of the notice. Upon termination, except for termination by the City for cause, the District shall be entitled to a prorated refund of the Annual Fee paid to City for that fiscal year for services. The District shall not be entitled to any other refund upon termination.
9. Force Majeure. If by reason of force majeure any Party is unable in whole or in part to perform the obligations under this Agreement, such Party shall not be in default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God; strikes, l ockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not
reasonably within the control of such Party. For the avoidance of doubt, force majeure shall not include the novel coronavirus COVID-19 pandemic.
10. Warranty. City provides the hardware, software, services and ancillary systems without any warranty or condition, expressed or implied. San Pablo specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. District acknowledges that the systems may not operate totally without interruption. City makes no representations, warranties, or guarantees regarding uptime for the systems.
11. Operational Concerns. The Parties shall attempt to resolve operational concerns or complaints in the most expeditious manner. If necessary, these concerns or complaints shall be documented and forwarded through the complaining Party’s chain of command in the Police Department.
If either Party has or received concerns or complaints regarding a particular employee or contractor of the other Party, those shall be addressed first verbally to the Police Sergeant liaison or other designated supervisor for the Party employing or eng aging the particular employee/contractor. If the particular employee is not a Police Department employee, then the Police Sergeant or designated supervisor will coordinate with the appropriate supervisor, Department Head, or designee.
If the matter canno t be resolved informally, the complaining Party may be asked to put those complaints in writing, addressed to the individual listed under Section 20, “Notices,” who shall respond to all complaints in writing within three (3) weeks of receipt of any written complaint regarding the status thereof, and shall continue to update the complaining Party with the status thereof every forty -five (45) days until disposition. It is the intent of the Parties that all complaints be resolved within ninety (90) days of receipt.
If the concern is causing immediate harm or a personnel or public safety risk, the concern should be brought to the attention of the appropriate Watch Commander or other designated supervisor for immediate action, as well as any necessary documentation.
12. Dispute Resolution.
A. In the event that a P arty disputes any provision or interpretation of or performance under this Agreement, including cost of service or billing, or contends there has been a material breach of the Agreement, the Parties shall meet to attempt to resolve the dispute. Disputes n ot resolved at the City Manager, Chancellor, and Police Chief s (or their designees) level may be escalated by giving written notice to the other Party of the need to proceed with
non-binding mediation. It is the Parties’ intention to avoid the cost of litigation and to resolve any issues that may arise amicably if possible.
B. Within ten (10) business days from the effective date, pursuant to Section 20, of written notice from one Party to the other indicating that a dispute is to be mediated, the Parties shall mutually select one person from the Judicial Arbitration and Mediation Services (“JAMS”) or other mediation service provider, who shall mediate the dispute. The Parties should select a qualified professional with expertise in the subject matter of the dispute to mediate the dispute.
C. If the Parties are unable to mutually agree upon a mediator within fourteen (14) business days following the notice, the Parties shall each designate one person as a mediator within twenty (20) business days following the notice, and the two designated mediators shall mutually select a third mediator (also a qualified professional with expertise in the subject of the dispute) within twenty (20) business days of selection of the first two mediators . The one mutually - selected mediator shall mediate the dispute.
C. The mediation shall be commenced within thirty (30) business days of the appointment of the mediator unless a longer period of time is agreed in writing by the Parties or granted by the mediator for good cause shown. The mediation shall be conducted in accordance with the discretion of the mediator. However, if the mediator is unable to resolve the dispute within thirty (30) business days of its commencement, and the Parties do not agree to an extension of time, the mediator shall submit specific and written recommendations for full resolution of the dispute within ten (10) business days thereafter. The Parties shall consider the written recommendations of the mediator.
D. The fees and expenses of the one selected mediator shall be divided equally between the Parties, but otherwise each Party shall be responsible for its own costs and expenses, including its own attorneys’ fees.
E. No Party shall be permitted to file a legal action without first requesting mediation and making a good faith attempt to reach a mediated settlement.
Should litigation be commenced, each Party shall be responsible for its own attorneys’ fees and costs and not entitled to collect such fees and costs from the other Party.
13. Nondiscrimination. The Parties shall comply with all applicable federal, state, and local laws regarding nondiscriminatory employment practices, whether or not said laws are expressly stated in this Agreement. The Parties shall not discriminate against any employee or applicant because of race, color, religious creed, national
origin, physical disability, mental disability, medi cal condition, marital status, sexual orientation, or sex.
14. Compliance with Laws . The Parties shall comply with all applicable legal requirements including all federal, state, and local laws (including local ordinances and resolutions), whether or not said laws are expressly stated in this Agreement.
15. Indemnification and Insurance.
A. Mutual Indemnification. Each Party shall indemnify, hold harmless, and defend the other party (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorney ’s fees) resulting or arising from that party’s performance, or failure to perform, under this Agreement.
B. Records Requests and Litigation Holds. The Parties shall develop procedures and forms for notifying Pinole and/or San Pablo to provide records needed to respond to a Public Records Act request or subpoena or retention of records due to a potential or actual claim or litigation. The Parties rec ognize that significant requests are beyond the anticipated budget and may require adjustments to the costs for dispatch services or CAD. It is the responsibility of the requesting department to ensure that it receives the requested records.
Once the records have been provided, it is the responsibility of the requesting department to secure and maintain those records.
C. Insurance. During the term of this Agreement, each Party shall maintain at its own cost and expense the following insurance or self -insurance coverage against claims for injuries to persons or damages to property that may arise from or in connection the performance of the work under this Agreement:
1) Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence.
If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1) with limit no less than $1,000,000 per accident for bodily injury and property damage.
3) Workers' Compensation Insurance. A s required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4) Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured Status. Each Party and its officers, officials, employees, and volunteers are to be covered as additional insureds on the C ommercial General Liability policy with respect to liability arising out of this Agreement.
ii. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the other Party.
iii. Waiver of Subrogation. Each Party hereby grants a waiver of any right to subrogation which any insurer of said Party may acquire by virtue of the payment of any loss under such insurance.
16. Modifications and Amendments: This Agreement may be modified or amended only by the mutual written agreement of the City and the District.
17. Entire Agreement: This Agreement , with Exh ibit A contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto.
18. Notices: Any notices, requests, demands or other communications required or permitted to be given under this contract shall be in writing and shall be deemed to have been given on the date of service if served personally on the Party to whom notice is to be given, by first -class mail registered or certified, postage prepaid, or on the day after dispatching by Federal Express or another overnight delivery service, and properly addressed as follows:
CITY: City of San Pablo
Attn: Matt Rodriguez, City Manager
1000 Gateway Avenue
San Pablo, CA 94806
DISTRICT: Contra Costa Community College District Police Department Attn: Edward Carney, Police Chief
500 Court Street
Martinez, CA 94553
19. Headings. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
20. Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this Section shall not be applied to the extent that it would result in a frustration of the Parties’ intent under this Agreement.
21. Governing Law; Jurisdiction; Venue . The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Contra Costa.
22. Assignment and Delegation. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of the Parties’ duties be delegated but for the dispatch services contemplated by the City of Pinole pursuant to the Tri -City Agreement, without the written consent of the other Party . Any attempt to assign or delegate this Agreement without the written consent of the other Party shall be void and of no force or effect. Consent by a Party to one assignment shall not be deemed to be consent to any subsequent assignment.
23. Successors. This Agreement shall bind and inure to the benefit of all successors and assigns of the Parties and any assoc iates in interest, and their respective directors, officers, agents, servants, and employees, and the successors and assigns of each of them, separately and collectively.
24. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.
25. Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective agencies.
City of San Pablo Contra Costa Community College District
By: _________________________ By: ____________________________ Matt Rodriguez, City Manager Mojdeh Mehdizadeh, Interim Chancellor
Date signed: _______________ Date signed: _____________________
Recommended by: ATTEST (for Contra Costa Community College District):
By________________________ By: _____________________________ Ron P. Raman, Chief of Police
City of San Pablo Printed name: _____________________
Title: ____________________________
ATTEST:
By________________________
City Clerk
APPROVED as to FORM APPROVED as to FORM
By ______________________ By _______________________ City Attorney District Counsel
Exhibit A – Tri-City Dispatch Services and CAD/RMS Agreement effective July 1, 2023